Common use of TITLE AND COPYRIGHT Clause in Contracts

TITLE AND COPYRIGHT. Licensor represents and warrants to Licensee that Licensor is the owner and holder of all rights, titles and interests in and to the Product, free and clear of all liens, charges, encumbrances, equities and claims of third parties of any description. There are no facts or alleged facts known to Licensor which would reasonably serve as a basis for any claim that Licensor does not have the right to grant the rights and licenses provided for herein. As between Licensor and Licensee, Licensee acknowledges and agrees that, except as and to the extent otherwise agreed in writing between the parties, all title and copyrights in and to the Product, including without limitation the original code or other copyrightable material embedded in any derivative works thereof created by or on behalf of Licensee pursuant to this Agreement, are and will remain the property of Licensor and/or its affiliates and suppliers, and are protected by applicable copyright laws, and applicable international copyright treaties, and that Licensor neither grants hereby nor otherwise transfers hereby any rights of ownership therein to Licensee or to any third party; provided, however, that any incremental additional code or other copyrightable material created by or for Licensee or its Affiliates shall be the property of Licensee or its Affiliates, as applicable, and shall not be subject to the restrictions set forth herein except to the extent such incremental material incorporates, is embedded in or bundled with the Product. Licensee will not claim or assert title to or ownership of the Product except pursuant to a written agreement expressly entitling Licensee to claim or assert such title or ownership. This Agreement, when executed and delivered by Licensor and Licensee, will constitute the valid and legally binding obligation of Licensor, legally enforceable against Licensor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the rights of creditors generally, limitations imposed by applicable law or equitable principles upon the specific enforceability of any remedies, covenants or other provisions of this Agreement, and upon the availability of injunctive relief or other equitable remedies.

TITLE AND COPYRIGHT. Licensor represents and warrants to Licensee that Licensor is the owner and holder of all rights, titles and interests in and to the Product, free and clear of all liens, charges, encumbrances, equities and claims of third parties of any description. There are no facts or alleged facts known to Licensor which would reasonably serve as a basis for any claim that Licensor does not have the right to grant the rights and licenses provided for herein. As between Licensor and Licensee, Licensee acknowledges and agrees that, except as and to the extent otherwise agreed in writing between the parties, all title and copyrights in and to the Product, including without limitation the original code or other copyrightable material embedded in any derivative works thereof created by or on behalf of Licensee pursuant to this Agreementare and will remain, are and will remain the property of the Licensor and/or its affiliates and suppliers, and are protected by applicable copyright laws, and applicable international copyright treaties, and that Licensor neither grants hereby nor otherwise transfers hereby any rights of ownership therein to Licensee or to any third party; provided, however, that any incremental additional code or other copyrightable material created by or for Licensee or its Affiliates shall be the property of Licensee or its Affiliates, as applicable, and shall not be subject to the restrictions set forth herein except to the extent such incremental material incorporates, is embedded in or bundled with the Product. Licensee will not claim or assert title to or ownership of the Product except pursuant to a written agreement expressly entitling Licensee to claim or assert such title or ownership. This Agreement, when executed and delivered by Licensor and Licensee, will constitute the valid and legally binding obligation of Licensor, legally enforceable against Licensor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the rights of creditors generally, limitations imposed by applicable law or equitable principles upon the specific enforceability of any of the remedies, covenants or other provisions of this Agreement, and upon the availability of injunctive relief or other equitable remedies.

TITLE AND COPYRIGHT. Licensor represents and warrants to Licensee that Licensor is the owner and holder of all rights, titles and interests in and to the Product, free and clear of all liens, charges, encumbrances, equities and claims of third parties of any description. There are no facts or alleged facts known to Licensor which would reasonably serve as a basis for any claim that Licensor does not have the right to grant the rights and licenses provided for herein. As between Licensor and Licensee, Licensee acknowledges and agrees that, except as and to the extent otherwise agreed in writing between the parties, all title and copyrights in and to the Product, including without limitation the original code or other copyrightable material embedded in any derivative works thereof created by or on behalf of Licensee pursuant to this Agreement, are and will remain the property of Licensor and/or its affiliates and suppliers, and are protected by applicable copyright laws, laws and applicable international copyright treaties, and that Licensor neither grants hereby nor otherwise transfers hereby any rights of ownership therein to Licensee or to any third party; provided, however, that any incremental additional code or other copyrightable material created by or for Licensee or its Affiliates shall be the property of Licensee or its Affiliates, as applicable, and shall not be subject to the restrictions set forth herein except to the extent such incremental material incorporates, is embedded in or bundled with the Product. Licensee will not claim or assert title to or ownership of the Product except pursuant to a written agreement expressly entitling Licensee to claim or assert such title or ownership. This Agreement, when executed and delivered by Licensor and Licensee, will w ill constitute the valid and legally binding obligation of Licensor, legally enforceable against Licensor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the rights of creditors generally, limitations imposed by applicable law or equitable principles upon the specific enforceability of any of the remedies, covenants or other the provisions of this Agreement, and upon the availability of injunctive relief or other equitable remedies.